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GREENPOINT MORTGAGE FUNDING, INC.
GREENPOINT MORTGAGE SECURITIES INC.
HOME EQUITY LOAN VARIABLE RATE ASSET-BACKED SECURITIES
Series 2000-2
Class A-1 Certificates and Class A-2 Notes
UNDERWRITING AGREEMENT
New York, New York
September 15, 2000
Lehman Brothers, Inc.
Three World Financial Center
New York, New York 10285-1200
Dear Sirs:
GreenPoint Mortgage Securities Inc., a Delaware corporation (the
"Sponsor"), proposes to cause GreenPoint Home Equity Loan Trust 2000-2 (the
"Trust") to sell to you its Home Equity Loan Asset-Backed Securities in the
series and class, in the respective original principal amounts and with the
designations set forth in Schedule I hereto (the "Designated Notes"), and to
sell to the Federal Home Loan Mortgage Corporation ("Freddie Mac") Certificates
in the series and class, in the respective original principal amounts and with
the designations set forth in Schedule II hereto (the "Designated
Certificates"). Only the Designated Notes are being purchased by you hereunder.
However, the Sponsor understands that Freddie Mac will re-package the Designated
Certificates and sell them pursuant to a public offering and that you will act
as underwriter for that public offering. The Designated Notes, will be issued
pursuant to a Pooling Agreement and Indenture (the "Pooling Agreement"), dated
as of September 1, 2000, between the Trust and Bank One, N.A., as Trustee (the
"Trustee"). The Trust will be formed pursuant to a Trust Agreement (the "Trust
Agreement") to be dated as of September 1, 2000 and entered into between the
Sponsor and Wilmington Trust Company, as Owner Trustee. The Designated Notes,
the Designated Certificates and a certificate issued to the Sponsor (the
"Certificate") will be secured by certain Mortgage Loans to be transferred by
the Sponsor to the Trust pursuant to a sale and servicing agreement (the "Sale
and Servicing Agreement") dated September 1, 2000 among the Sponsor, the Trust,
GreenPoint Mortgage Funding, Inc. (the "Company") and the Trustee and pledged by
the Trust to the Trustee under the Pooling Agreement. The Designated Notes are
described more fully in Schedule I hereto and in a Prospectus Supplement
furnished to you by the Company. The Designated Certificates are described more
fully
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in Schedule II hereto and in an Information Circular (the "Information
Circular") furnished to Freddie Mac by the Company.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in Annex I to the Pooling Agreement.
1. Representations and Warranties of the Company and the Sponsor. Each of
the Company and the Sponsor represents and warrants to, and agrees with, you
that:
(a) A registration statement on Form S-3 has been filed with the
Securities and Exchange Commission (the "Commission") (the file number of
which is set forth in Schedule I hereto) for the registration of
Asset-Backed Securities, issuable in series under the Securities Act of
1933, as amended (the "1933 Act"), which registration statement was
declared effective on the date set forth in Schedule I hereto and copies of
which have heretofore been delivered to you. The Sponsor meets the
requirements for use of Form S-3 under the 1933 Act, and such registration
statement, as amended at the date hereof, meets the requirements set forth
in Rule 415(a)(1)(x) under the 1933 Act and complies in all other material
respects with the 1933 Act and the rules and regulations thereunder (the
"Rules and Regulations"). The Sponsor proposes to file with the Commission,
with your consent, pursuant to Rule 424 under the 1933 Act, a supplement to
the form of prospectus included in such registration statement relating to
the Designated Notes and the plan of distribution thereof, and has
previously advised you of all further information (financial and other)
with respect to the Designated Notes and the Mortgage Pool to be set forth
therein. Such registration statement, including all exhibits thereto, as
amended at the date hereof, is referred to herein as the "Registration
Statement"; such prospectus in the form in which it appears in the
Registration Statement is referred to herein as the "Base Prospectus"
(except that if the prospectus filed by the Sponsor pursuant to Rule 424(b)
under the 1933 Act differs from the prospectus on file at the time the
Registration Statement became effective, the term "Base Prospectus" shall
refer to such Rule 424(b) prospectus from and after the time it is mailed
to the Commission for filing); such form of prospectus supplemented by the
prospectus supplement (the "Prospectus Supplement") relating to the
Designated Notes, in the form in which it shall be first filed with the
Commission pursuant to Rule 424(b) under the 1933 Act (including the Base
Prospectus as so supplemented), is referred to herein as the "Final
Prospectus".
(b) As of the date hereof, as of the date on which the Final Prospectus
is first filed pursuant to Rule 424 under the 1933 Act, as of the date on
which, prior to the Closing Date (as hereinafter defined), any amendment to
the Registration Statement becomes effective, as of the date on which any
supplement to the Final Prospectus is filed with the Commission, and at the
Closing Date, (i) the Registration Statement, as amended as of any such
time, and the Final Prospectus, as amended or supplemented as of any such
time, complies and will comply as to form in all material respects with the
applicable requirements of the 1933 Act and the Rules and Regulations
thereunder, (ii) the Registration
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Statement, as amended as of any such time, does not contain and will not
contain any untrue statement of a material fact and does not omit and will
not omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and (iii)
the Final Prospectus, as amended or supplemented as of any such time, does
not contain and will not contain any untrue statement of a material fact
and does not omit and will not omit to state any material fact required to
be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
and (iv) the Information Circular, as amended or supplemented as of any
such time, does not contain and will not contain any untrue statement of a
material fact and does not omit and will not omit to state any material
fact required to be stated therein, in light of the circumstances under
which they were made, not misleading; provided, however, that the Sponsor
makes no representations or warranties as to statements contained in or
omitted from the Registration Statement, the Final Prospectus or the
Information Circular or any amendment or supplement thereto made in
reliance upon and in conformity with information furnished in writing to
the Company by you specifically for use in the Registration Statement, the
Final Prospectus and the Information Circular.
(c) The documents incorporated by reference in the Final Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the 1933 Act
or the Securities Exchange Act of 1934 (the "1934 Act"), as applicable, and
the rules and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and any further documents so filed
and incorporated by reference in the Final Prospectus, when such documents
become effective or are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the 1933 Act or the
1934 Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(d) Since the respective dates as of which information is given in the
Final Prospectus, there has not been any material adverse change in the
general affairs, management, financial condition, or results of operations
of the Company, otherwise than as set forth or contemplated in the Final
Prospectus as supplemented or amended as of Closing Date.
(e) To the extent that the Underwriter (i) has provided to the Company or
the Sponsor Collateral Term Sheets (as hereinafter defined) that such
Underwriter has provided to a prospective investor, the Company or the
Sponsor has filed such Collateral Term Sheets as an exhibit to a report on
Form 8-K within two business days of its receipt thereof, or (ii) has
provided to the Company or the Sponsor Structural Term Sheets or
Computational Materials (each as defined below) that such Underwriter has
provided to a prospective investor, the
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Company or the Sponsor will file or cause to be filed with the Commission a
report on Form 8-K containing such Structural Term Sheet and Computational
Materials, as soon as reasonably practicable after the date of this
Agreement, but in any event, not later than the date on which the Final
Prospectus is filed with the Commission pursuant to Rule 424 of the Rules
and Regulations.
(f) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of New York, is
duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which its ownership or lease of
property or the conduct of its business requires such qualification, has
full power and authority (corporate and other) necessary to own or hold its
properties and to conduct its business as now conducted by it and to enter
into and perform its obligations under this Agreement, the Sale and
Servicing Agreement, the Mortgage Loan Purchase Agreement, dated as of
September 1, 2000 between the Company and the Sponsor (the "Purchase
Agreement") and the Insurance and Indemnity Agreement dated as of September
26, 2000 (the "Insurance and Indemnity Agreement") between the Company,
Financial Guaranty Insurance Company ("FGIC"), the Sponsor, the Trustee and
the Trust.
(g) The Sponsor has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, is
duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which its ownership or lease of
property or the conduct of its business requires such qualification, has
full power and authority (corporate or other) necessary to own and hold its
properties and to conduct its business as now conducted by it and to enter
into and perform its obligations under this Agreement, the Trust Agreement,
the Sale and Servicing Agreement, the Purchase Agreement and the Insurance
and Indemnity Agreement.
(h) As of the date hereof, as of the date on which the Final Prospectus
is first filed pursuant to Rule 424 under the 1933 Act, as of the date on
which, prior to the Closing Date, any amendment to the Registration
Statement becomes effective, as of the date on which any supplement to the
Final Prospectus is filed with the Commission, and as of the Closing Date,
there has not and will not have been (i) any request by the Commission for
any further amendment to the Registration Statement or the Final Prospectus
or for any additional information, (ii) any issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement
or the institution or threat of any proceeding for that purpose or (iii)
any notification with respect to the suspension of the qualification of the
Designated Notes for sale in any jurisdiction or any initiation or threat
of any proceeding for such purpose.
(i) PricewaterhouseCoopers LLP are independent public accountants with
respect to the Company as required by the 1933 Act and the Rules and
Regulations.
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(j) This Agreement has been duly authorized, executed and delivered by
the Company and the Sponsor and constitutes a legal, valid, binding and
enforceable agreement of each of the Company and the Sponsor, subject as to
enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally and (ii)
general principles of equity regardless of whether enforcement is sought in
a proceeding in equity or at law.
(k) The Sale and Servicing Agreement, the Insurance and Indemnity
Agreement and the Purchase Agreement when executed and delivered as
contemplated hereby and thereby, will have been duly authorized, executed
and delivered by each of the Company and the Sponsor, and when so executed
and delivered, will constitute legal, valid, binding and enforceable
agreements of each of the Company and the Sponsor, subject, as to
enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally and (ii)
general principles of equity regardless of whether enforcement is sought in
a proceeding in equity or at law.
(l) The Trust Agreement when executed and delivered as contemplated
hereby and thereby will have been duly authorized, executed and delivered
by the Sponsor, and when so executed and delivered, will constitute a
legal, valid, binding and enforceable agreement of the Sponsor, subject, as
to enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
(ii) general principles of equity regardless of whether enforcement is
sought in a proceeding in equity or at law.
(m) As of the Closing Date, the Designated Notes, the Designated
Certificates and the Pooling Agreement will conform in all material
respects to the respective descriptions thereof contained in the Final
Prospectus. As of the Closing Date, the Designated Notes and the Designated
Certificates will be duly and validly authorized and, when duly and validly
executed, authenticated and delivered in accordance with the Pooling
Agreement and delivered to you against payment therefor as provided herein,
will be duly and validly issued and outstanding and entitled to the
benefits of the Pooling Agreement. The Designated Notes will not be
"mortgage related securities," as such term is defined in the singular in
the 1934 Act.
(n) The Pooling Agreement, when enacted and delivered, will have been
duly qualified under the Trust Indenture Act of 1939.
(o) As of the Closing Date, each of the Mortgage Loans will meet the
criteria for selection described in the Final Prospectus and in the
Information Circular, and on the Closing Date the representations and
warranties of the Company and the Sponsor with respect to the Mortgage
Loans contained in the Purchase Agreement and the Sale and Servicing
Agreement will be true and correct.
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(p) Each of the Company and the Sponsor is not in violation of its
certificate of incorporation or by-laws or in default under any agreement,
indenture or instrument the effect of which violation or default would be
material to the Company or the Sponsor. Neither the issuance and sale of
the Designated Notes, the issuance and Sale of the Designated Certificates,
nor the execution and delivery by the Company and the Sponsor of this
Agreement, the Sale and Servicing Agreement, the Purchase Agreement or the
Insurance and Indemnity Agreement, nor the consummation by the Company and
the Sponsor of any of the transactions herein or therein contemplated, nor
compliance by the Company and the Sponsor with the provisions hereof or
thereof, does or will conflict with or result in a breach of any term or
provision of the certificate of incorporation or by-laws of the Company or
the Sponsor or conflict with, result in a breach, violation or acceleration
of, or constitute a default under, the terms of any indenture or other
agreement or instrument to which the Company or the Sponsor is a party or
by which it is bound, or any statute, order or regulation applicable to the
Company or the Sponsor of any court, regulatory body, administrative agency
or governmental body having jurisdiction over the Company or the Sponsor.
Each of the Company and the Sponsor is not a party to, bound by or in
breach or violation of any indenture or other agreement or instrument, or
subject to or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it that materially and adversely affects, or may in the
future materially and adversely affect, (i) the ability of the Company or
the Sponsor to perform its obligations under this Agreement, the Purchase
Agreement, the Sale and Servicing Agreement or the Insurance and Indemnity
Agreement or (ii) the business, operations, financial conditions,
properties or assets of the Company.
(q) The execution and delivery by the Sponsor of the Trust Agreement does
not and will not conflict with or result in a breach of any term or
provision of the certificate of incorporation or bylaws of the Sponsor or
conflict with, result in a breach, violation or acceleration of, or
constitute a default under, the terms of any indenture or other agreement
or instrument to which the Sponsor is bound or is a party or any statute,
order or regulation applicable to the Sponsor.
(r) There are no actions or proceedings against, or investigations of,
the Company or the Sponsor pending, or, to the knowledge of the Company or
the Sponsor, threatened, before any court, arbitrator, administrative
agency or other tribunal (i) asserting the invalidity of this Agreement,
the Trust Agreement, the Sale and Servicing Agreement, the Purchase
Agreement, the Insurance and Indemnity Agreement, the Trust Agreement, the
Designated Notes or the Designated Certificates (ii) seeking to prevent the
issuance of the Designated Notes or of the Designated Certificates or the
consummation of any of the transactions contemplated by this Agreement, the
Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement
or the Insurance and Indemnity Agreement, (iii) that are reasonably likely
to be adversely determined and that might materially and adversely affect
the performance by each of the Company and the Sponsor of its obligations
under, or the validity or enforceability of, this
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Agreement, the Pooling Agreement, the Sale and Servicing Agreement, the
Insurance and Indemnity Agreement, the Trust Agreement or the Designated
Notes or the Designated Certificates or (iv) seeking to affect adversely
the federal income tax attributes of the Designated Notes as described in
the Final Prospectus or of the Designated Certificates as described in the
Information Circular.
(s) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body of the
United States is required for the issuance of the Designated Notes or the
Designated Certificates and the sale of the Designated Notes or the
Designated Certificates to you, or the consummation by the Company or the
Sponsor of the other transactions contemplated by this Agreement, the
Pooling Agreement, the Sale and Servicing Agreement, the Purchase
Agreement, the Trust Agreement and the Insurance and Indemnity Agreement,
except such consents, approvals, authorizations, registrations or
qualifications as may be required under State securities or Blue Sky laws
in connection with the purchase and distribution of the Designated Notes by
you or as have been obtained.
(t) Each of the Company and the Sponsor possesses all material licenses,
certificates, authorities or permits issued by the appropriate State,
Federal or foreign regulatory agencies or bodies necessary to conduct the
business now conducted by it and as described in the Final Prospectus and
in the Information Circular, and neither the Company nor the Sponsor has
received notice of any proceedings relating to the revocation or
modification of any such license, certificates, authority or permit which
if decided adversely to the Company or the Sponsor would, singly or in the
aggregate, materially and adversely affect the conduct of its business,
operations or financial condition.
(u) Any taxes, fees and other governmental charges in connection with the
execution and delivery of this Agreement, the Purchase Agreement, the Trust
Agreement, the Sale and Servicing Agreement and the Insurance and Indemnity
Agreement or the execution, delivery and sale of the Designated Notes and
Designated Certificates have been or will be paid on or prior to the
Closing Date.
(v) Immediately prior to the assignment of the Mortgage Loans to the
Trust as contemplated by the Sale and Servicing Agreement, the Company (i)
had good title to, and was the sole owner of, each Mortgage Loan free and
clear of any pledge, mortgage, lien, security interest or other encumbrance
(collectively, "Liens"), (ii) had not assigned to any person any of its
right, title or interest in such Mortgage Loans and (iii) will have the
power and authority to sell such Mortgage Loans to the Sponsor pursuant to
the Purchase Agreement and upon the execution and delivery of the Sale and
Servicing Agreement by the Sponsor, the Trust will have acquired all of the
Sponsor's and the Company's right, title and interest in and to the
Mortgage Loans.
(w) At the time of execution and delivery of the Pooling Agreement, (1)
the Trust will own the Mortgage Loans being pledged to the Trustee pursuant
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thereto, free and clear of any Liens, except to the extent permitted in the
Pooling Agreement, and will not have assigned to any person other than the
Trustee any of its right, title or interest in the Mortgage Loans, (2) the
Trust will have the power and authority to pledge the Trust Estate to the
Trustee and to transfer the Designated Notes and Designated Certificates
and will have duly authorized such action by all necessary corporate
action, (3) upon execution and delivery by the Trust to the Trustee of the
Pooling Agreement, and delivery of the Designated Notes and Designated
Certificates, the Trustee will have a valid, perfected security interest of
first priority in the Trust Estate free of Liens other than Liens permitted
by the Pooling Agreement and (4) upon payment and delivery of the
Designated Notes to you, you will acquire ownership of the Designated
Notes, free of Liens other than Liens permitted by the Pooling Agreement or
created or granted by you.
(x) At the Closing Date, the execution and delivery of the Pooling
Agreement by the Trust will have been duly authorized by the Sponsor and
upon due execution and delivery thereof by the parties thereto, the Pooling
Agreement will constitute a legal, valid and binding agreement enforceable
in accordance with its terms, except as the same may be limited by
bankruptcy, reorganization, insolvency or other similar laws affecting
creditors' rights generally and by general principles of equity.
(y) At the Closing Date, the Trust will have assigned, pledged and
delivered to the Trustee under the Pooling Agreement all of its right,
title and interest in and to, among other things, (i) the Mortgage Loans,
and (ii) cash and/or other assets, if any, in the amount set forth in the
Pooling Agreement (the "Initial Collateral").
(z) The Trust has corporate power and authority to assign, pledge and
deliver the Initial Collateral to the Trustee under the Pooling Agreement,
and at the Closing Date will have duly authorized such assignment, pledge
and delivery to the Trustee by all necessary corporate actions.
(aa) Neither the Company, the Sponsor nor the Trust is, and neither the
issuance and sale of the Designated Notes and of the Designated
Certificates nor the activities of the Trust pursuant to the Pooling
Agreement will cause the Company, the Sponsor or the Trust to be, an
"investment company" or under the control of an "investment company" as
such terms are defined in the Investment Company Act of 1940, as amended
(the "Investment Company Act").
(bb) At the Closing Date, each of the representations and warranties of
the Company and the Sponsor set forth in the Purchase Agreement and in the
Sale and Servicing Agreement will be true and correct in all material
respects.
(cc) At the Closing Date, the Designated Notes shall have been rated in
the highest rating category by at least two nationally recognized rating
agencies.
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2. Purchase and Sale. The commitment of the Underwriter to purchase the
Designated Notes pursuant to this Agreement shall be deemed to have been made on
the basis of the representations and warranties herein contained and shall be
subject to the terms and conditions herein contained and shall be subject to the
terms and conditions herein set forth. The Sponsor agrees to cause the Trust to
sell the Designated Notes to you, and you agree to purchase the Designated Notes
from the Trust, for the purchase price previously agreed between us, before
deducting expenses payable by the Company.
3. Delivery and Payment. Delivery of and payment for the Designated Notes
shall be made at the office of Dewey Ballantine LLP prior to 12:00 p.m., Eastern
Standard Time, on the date specified in Schedule I hereto (or such later date
not later than seven business days after such specified date as you shall
designate), which date and time may be changed by agreement between you and the
Sponsor or as provided herein (such date and time of delivery and payment for
the Designated Notes being herein called the "Closing Date"). Delivery of the
Designated Notes shall be made to you against payment by you of the purchase
price therefor in immediately available funds wired to such bank as may be
designated by the Sponsor, or such other manner of payment as may be agreed upon
by the Sponsor and you. The Designated Notes to be so delivered shall be in
definitive fully registered form, unless otherwise agreed, in such denominations
and registered in such names as you may have requested in writing not less than
two full business days in advance of the Closing Date.
The Sponsor agrees to have the Designated Notes available for inspection,
checking and packaging by you at the offices of Dewey Ballantine LLP, not later
than 4:00 p.m. on the business day prior to the Closing Date.
4. Offering of the Designated Notes. It is understood that you propose to
offer the Designated Notes for sale to the public as set forth in the Final
Prospectus.
5. Covenants of the Company and the Sponsor. Each of the Company and the
Sponsor covenants and agrees with you that:
(a) The Company and the Sponsor will prepare a supplement to the Base
Prospectus setting forth the amount of Designated Notes covered thereby and
the terms thereof not otherwise specified in the Base Prospectus, the
expected proceeds to the Company from the sale of such Designated Notes,
and such other information as you and the Company may deem appropriate in
connection with the offering of such Designated Notes. The Company and the
Sponsor will file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act
subsequent to the date of the Final Prospectus. The Company and the Sponsor
promptly will advise you or your counsel (i) when the Final Prospectus
shall have been filed or transmitted to the Commission for filing pursuant
to Rule 424, (ii) when any amendment to the Registration Statement shall
have become effective or any further supplement to the Base Prospectus
shall have been filed with the Commission, (iii) of any proposal or request
to amend or supplement the Registration Statement, the Base Prospectus or
the Final
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Prospectus or any request by the Commission for any additional information,
(iv) when notice is received from the Commission that any post-effective
amendment to the Registration Statement has become or will become
effective, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or
post-effective amendment thereto or the institution or threatening of any
proceeding for that purpose, (vi) of the receipt by the Company or the
Sponsor of any notification with respect to the suspension of the
qualification of the Designated Notes for sale in any jurisdiction or the
institution or threatening of any proceeding for that purpose, and (vii) of
the occurrence of any event that would cause the Registration Statement, as
then in effect, to contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, or that would cause
the Final Prospectus, as then in effect, to contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The Company
and the Sponsor will use its best efforts to prevent the issuance of any
such stop order or suspension and, if issued, to obtain as soon as possible
the withdrawal thereof. The Company and the Sponsor will cause the Final
Prospectus to be transmitted to the Commission for filing pursuant to Rule
424 under the 1933 Act or will cause the Final Prospectus to be filed with
the Commission pursuant to said Rule 424.
(b) If, at any time when a prospectus relating to the Designated Notes is
required to be delivered under the 1933 Act, any event occurs as a result
of which the Final Prospectus, as then amended or supplemented, would
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend or supplement
the Final Prospectus to comply with the 1933 Act or the rules and
regulations thereunder, the Company and the Sponsor promptly will prepare
and file with the Commission, at the expense of the Company or the Sponsor,
as the case may be, subject to paragraph (a) of this Section 5, an
amendment or supplement that will correct such statement or omission or an
amendment that will effect such compliance and, if such amendment or
supplement is required to be contained in a post-effective amendment to the
Registration Statement, the Company and the Sponsor will use their best
efforts to cause such amendment to the Registration Statement to be made
effective as soon as possible.
(c) The Company and the Sponsor will furnish to you and your counsel,
without charge, signed copies of the Registration Statement (including
exhibits thereto) and each amendment thereto which shall become effective
on or prior to the Closing Date, and so long as delivery of a prospectus by
you may be required by the 1933 Act, as many copies of any Final Prospectus
and any amendments and supplements thereto as you may reasonably request.
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(d) The Company and the Sponsor will file promptly with the Commission
any amendment to the Registration Statement or the Base Prospectus or any
supplement to the Base Prospectus that may, in your judgment or the
judgment of the Company or the Sponsor, be required by the 1933 Act or
requested by the Commission.
(e) The Company and the Sponsor will make generally available to holders
of the Designated Notes as soon as practicable, but in any event not later
than 90 days after the close of the period covered thereby, a statement of
earnings of the Trust (which need not be audited) complying with Section
11(a) of the 1933 Act and the Rules and Regulations (including, at the
option of the Company and the Sponsor, Rule 158) and covering a period of
at least twelve consecutive months beginning not later than the first day
of the first fiscal quarter following the Closing Date.
(f) Each of the Company and the Sponsor agrees that, so long as the
Designated Notes shall be outstanding, it will deliver to you the annual
statement as to compliance delivered to the Trustee pursuant to Section
3.09 of the Sale and Servicing Agreement and the annual statement of a firm
of independent public accountants delivered to the Trustee pursuant to
Section 3.10 of the Sale and Servicing Agreement, as soon as such
statements are furnished to the Company or the Sponsor.
(g) The Company and the Sponsor will furnish such information, execute
such instruments and use their best efforts to qualify the Designated Notes
for sale under the laws of such jurisdictions as you may designate and will
maintain such qualifications in effect so long as required for the
distribution of the Designated Notes; provided, however, that the Company
and the Sponsor shall not be required to qualify to do business in any
jurisdiction where it is not now qualified or to take any action that would
subject it to general or unlimited service of process in any jurisdiction
where it is not now subject to such service of process. Subject to the
foregoing proviso, the Company and the Sponsor will file or cause the
filing of such statements and reports as may be required by the laws of
each jurisdiction in which the Designated Notes have been so qualified.
(h) The Company and the Sponsor will enter into this Agreement, the Sale
and Servicing Agreement, the Purchase Agreement and the Insurance and
Indemnity Agreement on or prior to the Closing Date.
(i) The Sponsor will enter into the Trust Agreement on or prior to the
Closing Date.
(j) The Company and the Sponsor will apply the net proceeds from the sale
of the Designated Notes in the manner set forth in the Final Prospectus and
will apply the net proceeds from the sale of the Designated Certificates in
the manner set forth in the Information Circular.
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6. Conditions to the Obligations of the Underwriter. Your obligation
hereunder to purchase the Designated Notes shall be subject to the accuracy of
the representations and warranties on the part of the Company and the Sponsor
contained herein as of the date hereof, as of the date of the effectiveness of
any amendment to the Registration Statement filed prior to the Closing Date and
as of the Closing Date, to the accuracy of the statements of the Company and the
Sponsor made in any certificates delivered pursuant to the provisions hereof, to
the performance by the Company and the Sponsor of its obligations hereunder and
to the following additional conditions:
(a) The Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement, as
amended from time to time, shall have been issued and not withdrawn and no
proceedings for that purpose shall have been instituted or threatened; and
the Final Prospectus shall have been filed or transmitted for filing with
the Commission in accordance with Rule 424 under the 1933 Act. Any request
of the Commission for inclusion of additional information in the
Registration Statement or the Base Prospectus shall have been complied
with.
(b) You shall have received from Dewey Ballantine LLP, your counsel, a
favorable opinion, dated the Closing Date, to the effect that:
(i) No facts have come to the attention of such counsel which lead
them to believe that the Registration Statement and the Final
Prospectus (other than the financial statements and other financial
and statistical data contained therein, as to which we are not called
upon to express any belief), at the time the Registration Statement
became effective, contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein not misleading, or that the Final Prospectus (other
than the financial statements and other financial and statistical data
contained therein, as to which we are not called upon to express any
belief), as of its date and as of the date hereof, contained or
contains any untrue statement of a material fact, or omitted or omits
to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
Such counsel may: (1) express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to this Agreement, the Trust Agreement,
the Pooling Agreement, the Sale and Servicing Agreement, the Purchase Agreement
and the Insurance and Indemnity Agreement; (2) assume the due authorization,
execution and delivery of the instruments and documents referred to therein by
the parties thereto other than the Company; (3) qualify such opinion only as to
the federal laws of the United States of America, the laws of the State of New
York and the general corporation law of the State of Delaware. Such counsel
shall also confirm that you may rely, on and as of the Closing Date, on any
opinion or opinions of such counsel submitted to the rating
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agency or agencies rating the Designated Notes as if addressed to you and dated
the Closing Date.
(c) You shall have received from Dewey Ballantine LLP, your counsel, a
favorable opinion, dated the Closing Date, to the effect that (i) for
federal income tax purposes the Designated Notes and the Designated
Certificates will be treated as indebtedness and (ii) the Trust will not be
treated as an association (or publicly traded partnership) taxable as a
corporation or a taxable mortgage pool;
(d) You shall have received a certificate, signed by the president, a
senior vice president or a vice president of the Company and the Sponsor,
dated the Closing Date, to the effect that the signer of such certificate
has carefully examined the Registration Statement, the Purchase Agreement,
the Trust Agreement, the Pooling Agreement, the Sale and Servicing
Agreement, the Insurance and Indemnity Agreement, and this Agreement and
that, to the best of his or her knowledge based upon reasonable
investigation:
a. the representations and warranties of the Company and the Sponsor
in this Agreement, as of the Closing Date, and in the Sale and
Servicing Agreement, the Trust Agreement, the Purchase Agreement, and
the Insurance and Indemnity Agreement and in all related agreements,
as of the date specified in such agreements, are true and correct, and
the Company and the Sponsor has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
at or prior to the Closing Date;
b. there are no actions, suits or proceedings pending, or to the
best of such officer's knowledge, threatened against or affecting the
Company or the Sponsor which if adversely determined, individually or
in the aggregate, would be reasonably likely to adversely affect the
Company's or the Sponsor's obligations under the Sale and Servicing
Agreement, the Insurance and Indemnity Agreement, the Purchase
Agreement or this Agreement in any material way or the Sponsor's
obligations under the Trust Agreement in any material way; and no
merger, liquidation, dissolution or bankruptcy of the Company or the
Sponsor is pending or contemplated;
c. the information contained in the Registration Statement and the
Final Prospectus relating to the Company and the Sponsor, the Mortgage
Loans or the servicing procedures of it or its affiliates or
subservicer is true and accurate in all material respects and nothing
has come to his or her attention that would lead such officer to
believe that the Registration Statement or Final Prospectus includes
any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein not misleading;
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d. the information set forth in the Schedule of Mortgage Loans
required to be furnished pursuant to the Purchase Agreement and the
Sale and Servicing Agreement is true and correct in all material
respects;
e. there has been no amendment or other document filed affecting the
articles of incorporation or bylaws of the Company or the Sponsor
since June 30, 2000, and no such amendment has been authorized. No
event has occurred since June 30, 2000, which has affected the good
standing of the Company under the laws of the State of New York or the
good standing of the Sponsor under the laws of the State of Delaware;
f. there has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company, the Sponsor and its subsidiaries, taken as
a whole, from June 30, 2000.
g. on or prior to the Closing Date, there has been no downgrading,
nor has any notice been given of (A) any intended or potential
downgrading or (B) any review or possible changes in rating the
direction of which has not been indicated, in the rating, if any,
accorded the Company or its affiliates or in any rating accorded any
securities of the Company, if any, by any "nationally recognized
statistical rating organization," as such term is defined for purposes
of the 1933 Act;
h. each person who, as an officer or representative of the Company
or the Sponsor, signed or signs the Registration Statement, the Sale
and Servicing Agreement, the Trust Agreement, the Insurance and
Indemnity Agreement, this Agreement, the Purchase Agreement or any
other document delivered pursuant hereto, on the date of such
execution, or on the Closing Date, as the case may be, in connection
with the transactions described in the Sale and Servicing Agreement,
the Trust Agreement, the Insurance and Indemnity Agreement, the
Purchase Agreement and this Agreement was, at the respective times of
such signing and delivery, and is now, duly elected or appointed,
qualified and acting as such officer or representative, and the
signatures of such persons appearing on such documents are their
genuine signatures; and
i. No stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have
been instituted or, to the Company's or the Sponsor's knowledge,
threatened.
The Company and the Sponsor shall attach to such certificate a true and
correct copy of its certificate or articles of incorporation, as appropriate,
and bylaws
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which are in full force and effect on the date of such certificate and a
certified true copy of the resolutions of its Board of Directors with respect to
the transactions contemplated herein.
(e) You shall have received from Tobin & Tobin, counsel to the Company,
an opinion, dated the Closing Date, to the effect that:
(i) Each of the Company and the Sponsor has been duly organized and
is validly existing as a corporation in good standing under the laws
of its state of incorporation and is qualified to do business in each
state necessary to enable it to perform its obligations under the Sale
and Servicing Agreement, this Agreement, the Pooling Agreement, the
Purchase Agreement, the Trust Agreement and the Insurance and
Indemnity Agreement and has all corporate power and authority
necessary to own or hold its properties and to conduct its business as
now conducted by it and to enter into and perform its obligations
under this Agreement, the Pooling Agreement, the Trust Agreement, the
Sale and Servicing Agreement, the Purchase Agreement and the Insurance
and Indemnity Agreement;
(ii) To the best knowledge of such counsel, there are no actions,
proceedings or investigations pending or threatened against or
affecting the Company or the Sponsor before or by any court,
arbitrator, administrative agency or other governmental authority
reasonably likely to be adversely determined that would materially and
adversely affect the ability of the Company or the Sponsor to carry
out the transactions contemplated in this Agreement, the Pooling
Agreement, the Trust Agreement, the Sale and Servicing Agreement, the
Purchase Agreement or the Insurance and Indemnity Agreement;
(iii) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency
or body is required for the consummation by the Company or the Sponsor
of the transactions contemplated herein, except such as may be
required under the blue sky laws of any jurisdiction in connection
with the purchase and distribution of the Designated Notes and except
any recordation of the assignments of the Mortgage Loans to the
Trustee pursuant to the Sale and Servicing Agreement that have not yet
been completed;
(iv) Each of the Company and the Sponsor is not in violation of its
certificate of incorporation or by-laws or in default under any
agreement, indenture or instrument the effect of which violation or
default would be material to the Company or the Sponsor, and neither
the issuance and sale of the Designated Notes, nor the execution or
delivery of or performance under this Agreement, the Pooling
Agreement, the Trust Agreement, the Sale and Servicing Agreement, the
Purchase Agreement or the Insurance and Indemnity Agreement, nor the
consummation of any
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other of the transactions contemplated herein or therein will conflict
with or result in a breach or violation of any term or provision of,
or constitute a default (or an event which with the passing of time or
notification, or both, would constitute a default) under, the
certificate of incorporation or by-laws of the Company or the Sponsor,
or, to the knowledge of such counsel, any indenture or other agreement
or instrument to which the Company or the Sponsor or any of its
affiliates is a party or by which it or any of them is bound, or any
New York or federal statute or regulation applicable to the Company or
the Sponsor or any of its affiliates or, to the knowledge of such
counsel, any order of any New York or federal court, regulatory body,
administrative agency or governmental body having jurisdiction over
the Company or the Sponsor or any of its affiliates;
(v) Each of the Company and the Sponsor possesses all material
licenses, certificates, authorities or permits issued by the
appropriate State, Federal or foreign regulatory agencies or bodies
necessary to conduct the business now conducted by it and as described
in the Final Prospectus and in the Information Circular, and neither
the Company nor the Sponsor has received notice of any proceedings
relating to the revocation or modification of any such license,
certificates, authority or permit which if decided adversely to the
Company or the Sponsor would, singly or in the aggregate, materially
and adversely affect the conduct of its business, operations or
financial condition.
(vi) The Sale and Servicing Agreement, this Agreement, the Pooling
Agreement, the Purchase Agreement and the Insurance and Indemnity
Agreement have been duly authorized, executed and delivered by the
Company and the Sponsor and constitute legal, valid and binding
agreements of the Company and the Sponsor, enforceable against the
Company and the Sponsor in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors' rights generally and to
general principles of equity, regardless of whether enforcement is
sought in a proceeding in equity or at law;
(vii) The Trust Agreement has been duly authorized, executed and
delivered by the Sponsor and constitutes a legal, valid and binding
agreement of the Sponsor enforceable against the Sponsor in accordance
with its terms, subject as to enforceability, to bankruptcy,
insolvency, reorganization, moratorium and other similar laws
affecting creditors' rights generally and to general principles or
equity, regardless of whether enforcement is sought in a proceeding in
equity or at law;
(viii) The direction by the Sponsor to the Trustee to execute,
authenticate and deliver the Designated Notes has been duly authorized
by the Sponsor, and the Designated Notes, when executed and
authenticated in the manner contemplated in the Pooling Agreement,
will be validly
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<PAGE>
issued and outstanding and entitled to the benefits of the Pooling
Agreement;
(ix) The Designated Notes and the Pooling Agreement conform in all
material respects to the descriptions thereof contained in the Final
Prospectus and the Designated Certificates conform in all material
respects to the descriptions thereof in the Information Circular; and
(x) Neither the transfer of the Mortgage Loans to the Trust, the
pledge of the Mortgage Loans, the issuance or sale of the Designated
Notes nor the execution, delivery or performance by the Company and
the Sponsor of this Agreement, the Trust Agreement, the Insurance and
Indemnity Agreement, the Sale and Servicing Agreement or the Purchase
Agreement (A) conflicts or will conflict with or results or will
result in a breach of, or constitutes or will constitute a default
under, (i) any term or provision of the certificate of incorporation
or bylaws of the Company or the Sponsor; (ii) any term or provision of
any material agreement, contract, instrument or indenture, to which
the Company or the Sponsor is a party or is bound and known to such
counsel; or (iii) any order, judgment, writ, injunction or decree of
any court or governmental agency or body or other tribunal having
jurisdiction over the Company or the Sponsor and known to such
counsel; or (B) results in, or will result in the creation or
imposition of any lien, charge or encumbrance upon the Trust or upon
the Designated Notes or the Designated Certificates, except as
otherwise contemplated by the Pooling Agreement.
(xi) The Registration Statement has become effective under the 1933
Act; to the best knowledge of such counsel, no stop order suspending
the effectiveness of the Registration Statement has been issued and
not withdrawn and no proceedings for that purpose have been instituted
or threatened and not terminated; and the Registration Statement, the
Final Prospectus and each amendment or supplement thereto and the
Pooling Agreement, as of their respective effective or issue dates
(other than the financial and statistical information contained
therein as to which we express no opinion) complied as to form in all
material respects with the applicable requirements of the 1933 Act and
the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and the respective rules and regulations thereunder; and
(xii) The Pooling Agreement has been duly qualified under the Trust
Indenture Act and the Trust Agreement is not required to be registered
under the Trust Indenture Act.
Such counsel may: (1) express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to this Agreement, the Trust Agreement,
the Pooling Agreement, the Sale and Servicing Agreement, the Purchase Agreement
and the
17
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Insurance and Indemnity Agreement; (2) assume the due authorization, execution
and delivery of the instruments and documents referred to therein by the parties
thereto other than the Company; (3) qualify such opinion only as to the federal
laws of the United States of America, the laws of the State of New York and the
general corporation law of the State of Delaware. Such counsel shall also
confirm that you may rely, on and as of the Closing Date, on any opinion or
opinions of such counsel submitted to the rating agency or agencies rating the
Designated Notes as if addressed to you and dated the Closing Date.
(f) You shall have received from Tobin & Tobin, counsel to the Company,
an opinion, dated the Closing Date, to the effect that the sales of the
Mortgage Loans (i) from the Company to the Sponsor and (ii) from the
Sponsor to the Trust will be "true sales" for United States bankruptcy
purposes;
(g) You shall have received from Tobin & Tobin, counsel to the Company,
an opinion, dated the Closing Date, to the effect that (i) in the case of
the bankruptcy of the Sponsor, a court would not disregard the corporate
form of the Sponsor so as to cause substantive consolidation under the
United States Bankruptcy Code of the assets and liabilities of the Sponsor
and the Company and (ii) in the case of the bankruptcy of the bankruptcy of
the Sponsor or the Company, a court would not disregard the corporate form
of the Sponsor or the Company, respectively, so as to cause substantive
consolidation under the United States Bankruptcy Code of the assets and
liabilities of the Sponsor or the Company, respectively, and the Issuer;
(h) You shall have received from PricewaterhouseCoopers LLP, certified
public accountants, one or more letters, including bring-down letters,
dated the date hereof and satisfactory in form and substance to you and
your counsel, to the effect that such accountants have performed certain
specified procedures regarding certain information of an accounting,
financial or statistical nature set forth in the Prospectus Supplement or
the Information Circular.
(i) You shall have received a rating letter assigning a rating to the
Designated Notes of "AAA" from Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. and "Aaa" from Moody's
Investors Service, Inc., which ratings shall not have been withdrawn.
(j) You shall have received from counsel for the Trustee a favorable
opinion, dated the Closing Date, in form and substance satisfactory to you
and your counsel, to the effect that the Pooling Agreement has been duly
authorized, executed and delivered by the Trustee and constitutes a legal,
valid, binding and enforceable agreement of the Trustee, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights in general and by general
principles of equity regardless of whether enforcement is considered in a
proceeding in equity or at law, and as to such other matters as may be
agreed upon by you and the Trustee.
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<PAGE>
(k) You shall have received from counsel for the Owner Trustee a
favorable opinion, dated the Closing Date, in form and substance
satisfactory to you and your counsel, to the effect that the Trust
Agreement has been duly authorized, executed and delivered by the Owner
Trustee and constitutes a legal, valid, binding and enforceable agreement
of the Owner Trustee, subject as to enforceability to bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights in general and by general principles of equity
regardless of whether enforcement is considered in a proceeding in equity
or at law, and as to such other matters as may be agreed upon by you and
the Owner Trustee.
(l) You shall have received from the Trustee a certificate, signed by the
President, a senior vice president or a vice president of the Trustee,
dated the Closing Date, to the effect that each person who, as an officer
or representative of the Trustee, signed or signs the Designated Notes, the
Pooling Agreement or any other document delivered pursuant hereto, on the
date hereof or on the Closing Date, in connection with the transactions
described in the Pooling Agreement was, at the respective times of such
signing and delivery, and is now, duly elected or appointed, qualified and
acting as such officer or representative, and the signatures of such
persons appearing on such documents are their genuine signatures.
(m) You shall have received from the Owner Trustee a certificate, signed
by the President, a senior vice president or a vice president of the Owner
Trustee, dated the Closing Date, to the effect that each person who, as an
officer or representative of the Owner Trustee, signed or signs the Trust
Agreement, the Certificates or any other document delivered pursuant
hereto, on the date hereof or on the Closing Date, in connection with the
transactions described in the Trust Agreement was, at the respective times
of such signing and delivery, and is now, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures
of such persons appearing on such documents are their genuine signatures.
(n) The Policies relating to the Designated Notes and the Designated
Certificates shall have been duly executed and issued at or prior to the
Closing Date and shall conform in all material respects to the description
thereof in the Final Prospectus.
(o) You shall have received a favorable opinion of in-house counsel to
the Insurer, dated the Closing Date and in form and substance satisfactory
to your counsel, to the effect that:
(i) The Insurer is an insurance corporation, duly incorporated and
validly existing under the laws of the State of New York. The Insurer
is validly licensed to do business in New York and is authorized to
issue the Policies and perform its obligations under the Policies in
accordance with the terms thereof.
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(ii) The execution and delivery by the Insurer of the Policies, and
the Insurance and Indemnity Agreement are within the corporate power
of the Insurer and have been authorized by all necessary corporate
action on the part of the Insurer; the Policies have been duly
executed and are the valid and binding obligation of the Insurer
enforceable in accordance with its terms except that the enforcement
of the Policies may be limited by laws relating to bankruptcy,
insolvency, reorganization, moratorium, receivership and other similar
laws affecting creditors' rights generally and by general principles
of equity.
(iii) The Insurer is authorized to deliver the Insurance and
Indemnity Agreement, and such agreement has been duly executed and
delivered and constitute the legal, valid and binding obligations of
the Insurer enforceable in accordance with its terms except that the
enforcement of the Insurance and Indemnity Agreement may be limited by
laws relating to bankruptcy, insolvency, reorganization, moratorium,
receivership and other similar laws affecting creditors' rights
generally and by general principles of equity and by public policy
considerations relating to indemnification for securities law
violations.
(iv) No consent, approval, authorization or order of any state or
federal court or governmental agency or body is required on the part
of the Insurer, the lack of which would adversely affect the validity
or enforceability of the Policies; to the extent required by
applicable legal requirements that would adversely affect validity or
enforceability of the Policies, the forms of the Policies have been
filed with, and approved by, all governmental authorities having
jurisdiction over the Insurer in connection with the Policies.
(v) The Policies are not required to be registered under the 1933
Act.
(vi) The information set forth under the caption "The Insurer and
the Policies" in the Prospectus Supplement forming a part of the
Registration Statement, insofar as such statements constitute a
description of the Policies, accurately summarizes the Policies.
In rendering this opinion, such counsel may rely, as to matters of fact, on
certificates of responsible officers of the Company, the Trustee, the Insurer
and public officials. Such opinion may assume the due authorization, execution
and delivery of the instruments and documents referred to therein by the parties
thereto other than the Insurer.
(p) On or prior to the Closing Date, there has been no downgrading, nor
has any notice been given of (A) any intended or potential downgrading or
(B) any review or possible changes in rating the direction of which has not
been indicated, in the rating, if any, accorded the Insurer's claims paying
ability by any
20
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"nationally recognized statistical rating organization," as such term is
defined for purposes of the 1933 Act.
(q) On or prior to the Closing Date, there has been no downgrading, nor
has any notice been given of (A) any intended or potential downgrading or
(B) any review or possible changes in rating the direction of which has not
been indicated, in the rating, if any, accorded the Company or in any
rating accorded any securities of the Company, if any, by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of the 1933 Act.
(r) There has not occurred any change, or any development involving a
prospective change, in the condition, financial or otherwise, or in the
earnings, business or operations, since June 30, 2000, of (A) the Company
and its subsidiaries or (B) the Insurer, that is in your judgment material
and adverse and that makes it in your judgment impracticable to market the
Designated Notes on the terms and in the manner contemplated in the Final
Prospectus.
(s) You shall have received from the Insurer a certificate, signed by the
president, a senior vice president or a vice president of the Insurer,
dated the Closing Date, to the effect that the signer of such certificate
has carefully examined the Policies, the Insurance and Indemnity Agreement
and the related documents and that, to the best of his or her knowledge
based on reasonable investigation:
(i) There are no actions, suits or proceedings pending or threatened
against or affecting the Insurer which, if adversely determined,
individually or in the aggregate, would adversely affect the Insurer's
performance under the Policies or the Insurance and Indemnity
Agreement;
(ii) Each person who as an officer or representative of the Insurer,
signed or signs the Policies, the Insurance and Indemnity Agreement or
any other document delivered pursuant hereto, on the date thereof, or
on the Closing Date, in connection with the transactions described in
this Agreement was, at the respective times of such signing and
delivery, and is now, duly elected or appointed, qualified and acting
as such officer or representative, and the signatures of such persons
appearing on such documents are their genuine signatures;
(iii) The tables regarding the Insurer's capitalization set forth
under the heading "The Insurer and the Policies" presents fairly the
capitalization of the Insurer as of June 30, 2000;
(iv) The audited balance sheet of the Insurer as of December 31,
1999 and the related statement of income and retained earnings for the
fiscal year then ended, and the accompanying footnotes, together with
opinion of KPMG LLP, an independent certified public accountant,
copies
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of which are included in the Prospectus Supplement, fairly present in
all material respects the financial condition of the Insurer as of
such date and for the period covered by such statements in accordance
with generally accepted accounting principles consistently applied;
the unaudited balance sheet of the Insurer as of June 30, 2000 and the
related statement of income and retained earnings for the three-month
period then ended, copies of which are included in the Prospectus
Supplement, fairly present in all material respects the financial
condition of the Insurer as of such date and for the period covered by
such statements in accordance with generally accepted accounting
principles applied consistently with those principles applied in
preparing the December 31, 1999 audited statements.
(v) to the best knowledge of such officer, since June 30, 2000, no
material adverse change has occurred in the financial position of the
Insurer other than as set forth in the Prospectus Supplement.
The Insurer shall attach to such certificate a true and correct copy of its
certificate or articles of incorporation, as appropriate, and its bylaws, all of
which are in full force and effect on the date of such certificate.
(t) You shall have received such further information, certificates,
documents and opinions as you may reasonably have requested not less than
three business days prior to the Closing Date.
(u) All proceedings in connection with the transactions contemplated by
this Agreement and all documents incident hereto shall be satisfactory in
form and substance to you and your counsel, and you and such counsel shall
have received such information, certificates and documents as you or they
may have reasonably requested.
(v) Prior to the Closing Date, your counsel shall have been furnished
with such documents and opinions as they may reasonably require for the
purpose of enabling them to pass upon the issuance and sale of the
Designated Notes as herein contemplated and related proceedings or in order
to evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained,
and all proceedings taken by the Company in connection with the issuance
and sale of the Designated Notes as herein contemplated shall be
satisfactory in form and substance to you and your counsel.
(w) Subsequent to the execution and delivery of this Agreement none of
the following shall have occurred: (i) trading in securities generally on
the New York Stock Exchange, the American Stock Exchange or the
over-the-counter market shall have been suspended or minimum prices shall
have been established on either of such exchanges or such market by the
Commission, by such exchange or by any other regulatory body or
governmental authority having jurisdiction; (ii) a banking moratorium shall
have been declared by Federal or state authorities;
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(iii) the United States shall have become engaged in hostilities, there
shall have been an escalation of hostilities involving the United States or
there shall have been a declaration of a national emergency or war by the
United States; or (iv) there shall have occurred such a material adverse
change in general economic, political or financial conditions (or the
effect of international conditions on the financial markets of the United
States shall be such) as to make it, in the judgment of the Underwriter,
impractical or inadvisable to proceed with the public offering or delivery
of the Designated Notes on the terms and in the manner contemplated in the
Final Prospectus.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, if
the Company or the Sponsor is in breach of any covenants or agreements contained
herein or if any of the opinions and certificates referred to above or elsewhere
in this Agreement shall not be in all material respects reasonably satisfactory
in form and substance to you and your counsel, this Agreement and all your
obligations hereunder may be canceled by you at, or at any time prior to, the
Closing Date. Notice of such cancellation shall be given to the Company and the
Sponsor in writing, or by telephone or facsimile transmission confirmed in
writing.
7. Payment of Expenses. The Sponsor or the Company agrees to pay: (a) the
costs incident to the authorization, issuance, sale and delivery of the
Designated Notes and of the Designated Certificates and any taxes payable in
connection therewith; (b) the costs incident to the preparation, printing and
filing under the 1933 Act of the Registration Statement and any amendments and
exhibits thereto; (c) the costs of distributing the Registration Statement as
originally filed and each amendment thereto and any post-effective amendments
thereof (including, in each case, exhibits), the Base Prospectus, the Final
Prospectus, any amendment or supplement to the Base Prospectus or any document
incorporated by reference therein and the Information Circular, all as provided
in this Agreement; (d) the costs of reproducing and distributing this Agreement;
(e) the fees and expenses of qualifying the Designated Notes under the
securities laws of the several jurisdictions as provided in Section 5(g) hereof
and of preparing, printing and distributing a Blue Sky Memorandum (including
related fees and expenses of your counsel); (f) any fees charged by securities
rating services for rating the Designated Notes; (g) any fees and expenses of
your counsel, the Trustee, the Trustee's counsel and the Sponsor's and the
Company's counsel incurred in connection with the transactions described herein;
(h) any fees and expenses associated with registering the Designated Notes with
The Depository Trust Company, Clearstream Banking, societe anonyme or the
Euroclear System; (i) any fees and expenses incurred in connection with your or
FGIC's due diligence associated with the transactions described herein,
including but not limited to the costs and expenses incurred in connection with
re-underwriting and appraisal services performed by third parties; and (j) all
other costs and expenses incident to the performance of the obligations of the
Company.
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8. Indemnification and Contribution.
(a) Each of the Company and the Sponsor agrees to indemnify and hold you
harmless and each person, if any, who controls you within the meaning of
Section 15 of the 1933 Act from and against any and all loss, claim, damage
or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or
action relating to purchases and sales of the Designated Notes or the
Designated Certificates), to which you or any such controlling person may
become subject, under the 1933 Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iii) any untrue statement or
alleged untrue statement of a material fact contained in the Final
Prospectus or in the Information Circular or (iv) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and shall reimburse you and each
such controlling person promptly upon demand for any legal or other
expenses reasonably incurred by you or such controlling person in
connection with investigating or defending or preparing to defend against
any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company and the Sponsor shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement
or alleged untrue statement or omission or alleged omission made in any
Base Prospectus, the Final Prospectus, the Information Circular or the
Registration Statement in reliance upon and in conformity with any
Underwriter Information (defined below); and provided, further, that as to
any Base Prospectus this indemnity shall not inure to your benefit or the
benefit of any controlling person on account of any loss, claim, damage,
liability or action arising from the sale of the Designated Notes to any
person by you if you failed to send or give a copy of the Final Prospectus,
as amended or supplemented, to that person within the time required by the
1933 Act. For purposes of the last proviso to the immediately preceding
sentence, the term "Final Prospectus" shall not be deemed to include the
documents incorporated therein by reference, and you shall not be obligated
to send or give any supplement or amendment to any document incorporated
therein by reference to any person other than a person to whom you had
delivered such incorporated document or documents in response to a written
request therefor. The foregoing indemnity agreement is in addition to any
liability which each of the Company and the Sponsor may otherwise have to
you or any person who controls you.
(b) You agree to indemnify and hold harmless each of the Company and the
Sponsor, each of its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
and the Sponsor within the meaning of Section 15 of the 1933 Act against
any and all loss, claim, damage or liability, or any action in respect
thereof, to which the
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Company, the Sponsor or any such director, officer or controlling person
may become subject, under the 1933 Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iii) any untrue statement or
alleged untrue statement of a material fact contained in the Final
Prospectus or the Information Circular or (iv) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, but in each case only to the
extent that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with
Underwriter Information, and shall reimburse the Company and the Sponsor
and any such director, officer or controlling person for any legal or other
expenses reasonably incurred by the Company and the Sponsor or any
director, officer or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred. The foregoing indemnity
agreement is in addition to any liability which you may otherwise have to
each of the Company and the Sponsor or any such director, officer or
controlling person.
(c) Promptly after receipt by any indemnified party under this Section 8
of notice of any claim or the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however,
that the failure to notify an indemnifying party shall not relieve it from
any liability which it may have under this Section 8 except to the extent
it has been materially prejudiced by such failure and provided, further,
that the failure to notify any indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise than
under this Section 8.
If any such claim or action shall be brought against an indemnified party,
and it shall notify the indemnifying party thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
Any indemnified party shall have the right to employ separate counsel in
any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such
25
<PAGE>
indemnified party shall have been advised by such counsel that there may be one
or more legal defenses available to it which are different from or additional to
those available to the indemnifying party and in the reasonable judgment of such
counsel it is advisable for such indemnified party to employ separate counsel;
or (iii) the indemnifying party has failed to assume the defense of such action
and employ counsel reasonably satisfactory to the indemnified party, in which
case, if such indemnified party notifies the indemnifying party in writing that
it elects to employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not have the right to assume the defense of such
action on behalf of such indemnified party, it being understood, however, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to local counsel) at any time for all such indemnified parties, which
firm shall be designated in writing by you, if the indemnified parties under
this Section 8 consist of you or any of your controlling persons, or by the
Company, if the indemnified parties under this Section 8 consist of the Company,
the Sponsor, or any of the Company's directors, officers or controlling persons.
Each indemnified party, as a condition of the indemnity agreements
contained in Sections 8(a), 8(b) and 8(c) shall use its best efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement.
(d) You agree to deliver to the Company or the Sponsor no later than the
date on which the Prospectus Supplement is required to be filed pursuant to
Rule 424 with a copy of its Derived Information (defined below) for filing
with the Commission on Form 8-K.
(e) You agree, assuming all Company-Provided Information (defined below)
is accurate and complete in all material respects, to indemnify and hold
harmless the Company, the Sponsor, each of the Company's and the Sponsor's
officers and directors and each person who controls the Company and the
Sponsor within the meaning of Section 15 of the 1933 Act against any and
all losses, claims, damages or liabilities, joint or several, to which they
may become subject
26
<PAGE>
under the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement of a material fact contained in the Derived
Information provided by you, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party for any legal or other expenses
reasonably incurred by him, her or it in connection with investigating or
defending or preparing to defend any such loss, claim, damage, liability or
action as such expenses are incurred. Your obligations under this Section
8(e) shall be in addition to any liability which you may otherwise have.
(f) Each of the Company and the Sponsor agree to indemnify and hold
harmless the Underwriter, each of the Underwriter's officers and directors
and each person who controls the Underwriter within the meaning of Section
15 of the 1933 Act against any and all losses, claims, damages or
liabilities, joint or several, to which they may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement of a material fact contained in the Company-Provided
Information provided by the Company or the Sponsor, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and agrees to reimburse each such indemnified party for any
legal or other expenses reasonably incurred by him, her or it in connection
with investigating or defending or preparing to defend any such loss,
claim, damage, liability or action as such expenses are incurred. Each of
the Company's and the Sponsor's obligations under this Section 8(f) shall
be in addition to any liability which they may otherwise have.
The procedures set forth in Section 8(c) shall be equally applicable to
Sections 8(e) and 8(f).
(g) For purposes of this Section 8, the term "Underwriter Information"
means that written information furnished to the Company and the Sponsor by
you or on your behalf specifically for inclusion in the Final Prospectus,
other than Derived Information, which is set forth (i) in the next-to-last
sentence of the next-to-last paragraph on page S-1 of the Prospectus
Supplement, (ii) in the first two sentences of the paragraph immediately
preceding the Table of Contents on page S-2 of the Prospectus Supplement
and (iii) in the third paragraph under the heading "Method of Distribution"
on page S-70 of the Prospectus Supplement.
(h) For purposes of this Section 8, the term "Derived Information" means
such portion, if any, of the information delivered to the Company or the
Sponsor by the Underwriter pursuant to Section 8(e) for filing with the
Commission on Form 8-K as:
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<PAGE>
(i) is not contained in the Final Prospectus without taking into
account information incorporated therein by reference;
(ii) does not constitute Company-Provided Information; and
(iii) is of the type of information defined as Collateral Term
Sheets, Structural Term Sheets or Computational Materials (as such
terms are interpreted in the No-Action Letters).
"Company-Provided Information" means any computer tape furnished to the
Underwriter by the Company concerning the Mortgage Loans comprising the Trust or
any other information furnished by the Company to the Underwriter that is relied
on or is reasonably anticipated by the parties hereto to be relied on by the
Underwriter in the course of the Underwriter's preparation of its Derived
Information or the written information to be included in the Prospectus
Supplement or the Information Circular by the Underwriter as set forth in
Section 8(i) herein.
The terms "Collateral Term Sheet" and "Structural Term Sheet" shall have
the respective meanings assigned to them in the February 13, 1995 letter (the
"PSA Letter") of Cleary, Gottlieb, Steen & Hamilton on behalf of the Public
Securities Association (which letter, and the SEC staff's response thereto, were
publicly available February 17, 1995). The term "Collateral Term Sheet" as used
herein includes any subsequent Collateral Term Sheet that reflects a substantive
change in the information presented. The term "Computational Materials" has the
meaning assigned to it in the May 17, 1994 letter (the "Kidder letter" and
together with the PSA Letter, the "No-Action Letters") of Brown & Wood on behalf
of Kidder, Peabody & Co., Inc. (which letter, and the SEC staff's response
thereto, were publicly available May 20, 1994).
(i) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 8 in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company and the Sponsor on the one hand
and you on the other from the offering of the Designated Notes or the
Designated Certificates or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law or if the indemnified party failed
to give the notice required under Section 8(c), in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company and the Sponsor on the
one hand and you on the other with respect to the statements or omissions
which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations.
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<PAGE>
The relative benefits to you and the Company and the Sponsor shall be
deemed to be in such proportion so that you are responsible for 0.24% of the
offering price and the Company and the Sponsor are responsible for 99.76% of the
offering price.
The relative fault of each of you and the Company and the Sponsor shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, the Sponsor or by you, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission and other equitable
considerations.
The Company, the Sponsor and you agree that it would not be just and
equitable if contributions pursuant to this Section 8(h) were to be determined
by pro rata allocation or by any other method of allocation which does not take
into account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section 8(h)
shall be deemed to include, for purposes of this Section 8(h), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
In no case shall you be responsible for any amount in excess of the
underwriting discount applicable to the Designated Notes purchased by you
hereunder. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
You confirm that the information set forth in the fifth paragraph under the
caption "Underwriting" in the Prospectus Supplement, together with the Derived
Information constitutes the only information furnished in writing to the Company
or the Sponsor by you or on your behalf specifically for inclusion in the
Registration Statement and the Final Prospectus.
9. Termination.
(a) This Agreement shall be subject to termination in your absolute
discretion, by notice given to the Company or the Sponsor prior to delivery
of and payment for the Designated Notes, if, prior to such time, (i)
trading of securities generally on the New York Stock Exchange or the
American Stock Exchange shall have been suspended or materially limited,
(ii) a general moratorium on commercial banking activities in New York
shall have been declared by either federal or New York State authorities or
(iii) there shall have occurred any material outbreak or declaration of
hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in your
reasonable judgment, impracticable to market the Designated Notes on the
terms specified herein.
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<PAGE>
(b) If the sale of the Designated Notes shall not be consummated because
any condition to your obligations set forth in Section 6 hereof is not
satisfied or because of any refusal, inability or failure on the part of
the Company or the Sponsor to perform any agreement herein or comply with
any provision hereof other than by reason of your default, the Company and
the Sponsor shall reimburse you for the reasonable fees and expenses of
your counsel and for such other out-of-pocket expenses as shall have been
incurred by you in connection with this Agreement and the proposed purchase
of the Designated Notes, and upon demand the Company and the Sponsor shall
pay the full amount thereof to you.
(c) This Agreement will survive delivery of and payment for the
Designated Notes. The provisions of Sections 1, 5, 7, 8 and this Section
9(c) shall survive the termination or cancellation of this Agreement.
10. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to you, will be mailed, delivered or transmitted
by facsimile and confirmed to you at Three World Financial Center, New York, New
York 10285-1200, attention: Legal Department; or, if sent to (i) the Sponsor,
will be mailed, delivered or transmitted by facsimile and confirmed to it at 700
Larkspur Landing Circle, Suite 240, Larkspur, California 94939, attention:
Finance Department or (ii) the Company, will be mailed, delivered or transmitted
by facsimile and confirmed to it at 700 Larkspur Landing Circle, Suite 250,
Larkspur, California 94939, attention: Finance Department.
11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons and their successors and assigns, and no other
person will have any right or obligation hereunder.
12. Applicable Law; Counterparts. This Agreement will be governed by and
construed in accordance with the laws of the State of New York. This Agreement
may be executed in any number of counterparts, each of which shall for all
purposes be deemed to be an original and all of which shall together constitute
but one and the same instrument.
13. Survival. The respective indemnities, representations, warranties and
agreements of the Company and you contained in this Agreement, or made by or on
behalf of them, respectively, pursuant to this Agreement, shall survive the
delivery of and payment for the Designated Notes and shall remain in full force
and effect, regardless of any investigation made by or on behalf of any of them
or any person controlling any of them.
14. Definition of the Term "Business Day". For purposes of this Agreement,
"Business Day" means any day on which the New York Stock Exchange, Inc. is open
for trading.
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<PAGE>
15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW,
SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
16. Headings. The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
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<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this letter and
your acceptance shall represent a binding agreement between the Company, the
Sponsor and you.
Very truly yours,
GREENPOINT MORTGAGE FUNDING, INC.
By: /s/ Gilbert J. MacQuarrie
------------------------------
Name: Gilbert J. MacQuarrie
Title: Executive Vice
GREENPOINT MORTGAGE SECURITIES INC.
By: /s/ David Molumby
------------------------------
Name: David Molumby
Title: Vice President
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
LEHMAN BROTHERS, INC.
By: /s/ Martin P. Harding
------------------------------
Name: Martin P. Harding
Title: Managing Director
[Underwriting Agreement]
<PAGE>
SCHEDULE I
----------
Underwriting Agreement dated September 15, 2000.
As used in this Agreement, the term "Registration Statement" refers to the
Registration Statement on Form S-3 (File No. 333-95349) filed on January 24,
2000 and declared effective by the Commission on February 15, 2000.
Closing Date: September 26, 2000.
--------------------------------------------------------------------------------
Title and Description of Designated Notes:
GreenPoint Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Securities, Series 2000-2, $77,669,000 Class A-2 Variable Rate Notes.
Purchase Price: 99.588%.
Pool II Principal Balance as of Cut-Off Date (Relating to Class A-2):
$76,900,000
Cut-off Date: August 31, 2000
<PAGE>
SCHEDULE II
-----------
Underwriting Agreement dated September 15, 2000.
Closing Date: September 26, 2000.
--------------------------------------------------------------------------------
Title and Description of Designated Certificates:
GreenPoint Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Securities, Series 2000-2, $275,831,000 Class A-1 Variable Rate
Certificates.
Purchase Price by Freddie Mac: 99.588.
Pool I Principal Balance as of Cut-Off Date (Relating to Class A-1):
$273,100,000
Cut-off Date: August 31, 2000
